Terms of service

GUARANTEE AND INDEMNITY

IN CONSIDERATION of Normanby Fine Wines Limited (“Normanby”) supplying or continuing to supply goods or services to the Customer and/or any Associated Person (including orders placed online via Normanby’s website or otherwise), the Guarantor(s) named in this agreement (each a Guarantor, and together the Guarantors) jointly and severally agree as follows:

1.         Guarantee of Obligations

The Guarantors unconditionally and irrevocably guarantee to Normanby that:

a)         The Customer will promptly pay all amounts (including interest, fees, costs, and charges) owing to Normanby when due;

b)         The Customer will perform all other obligations owed to Normanby under any agreement.

2.         Indemnity

If Normanby incurs any loss, liability, damage, cost, or expense (including legal costs on a solicitor-client basis) as a result of supplying goods or services to the Customer or an Associated Person, each Guarantor agrees to fully indemnify and hold harmless Normanby from and against all such amounts. This includes any settlement entered into by Normanby with the Customer’s consent (whether express or implied).

3.         Continuing Guarantee

This Guarantee:

a)         Is a continuing security and shall not be discharged until all obligations of the Customer (and any relevant Associated Person) to Normanby have been fully satisfied;

b)         Shall remain in full force and effect notwithstanding any account having a nil or credit balance at any time;

c)         Cannot be revoked or cancelled by the Guarantors without the prior written consent of Normanby.

4.         No Discharge

The Guarantors' obligations under this Guarantee will not be affected by:

a)         Any variation, extension, indulgence or concession granted by Normanby to the Customer;

b)         Any increase in credit limits or additional supplies;

c)         Any insolvency, liquidation, administration, or restructuring of the Customer;

d)         Any other circumstance that might otherwise release or limit the Guarantor’s liability at law or in equity.

5.         No Requirement to Proceed Against Customer First

Normanby may enforce this Guarantee against any or all Guarantors without first having recourse to any security or making demand or taking legal action against the Customer.

6.         Joint and Several Liability

Where more than one Guarantor signs this Guarantee, each is jointly and severally liable for all obligations under this Guarantee.

7.         Corporate Guarantors

If any Guarantor is a company, the individuals signing this Guarantee on behalf of that company warrant that the company has full power and authority to enter into this Guarantee.

8.         Successors and Assigns

This Guarantee shall bind the Guarantors and their respective executors, administrators, successors, and permitted assigns.

9.         Validity Despite Invalid Execution

This Guarantee is binding on each Guarantor who signs it, even if another intended Guarantor does not sign or is not validly bound.

10.        Authority to Disclose and Obtain Information

Each Guarantor consents to Normanby:

a)         Making credit checks and collecting any personal or credit-related information about the Guarantor from third parties, including credit reporting agencies and other suppliers; and

b)         Disclosing such information to related parties, credit agencies, and debt collection agencies as reasonably required for business purposes or debt recovery.

This consent is provided in accordance with the Privacy Act 2020 and our Privacy Policy.

11.        Associated Persons

For the purposes of this Guarantee, references to the “Customer” include any Associated Person (as defined in the terms and conditions of trade) of the Customer that has not entered into an equivalent agreement with Normanby.

TERMS AND CONDITIONS OF TRADE

Issued by Normanby Fine Wines Limited (“Normanby”, “we”, “us”, “our” etc). These terms and conditions of trade are to be read in conjunction with our Privacy Policy, the Guarantee and Indemnity in our favour and any updated versions of those documents from time to time.

1.         PRICING

1.1.       All prices are inclusive of GST unless specifically stated otherwise.

1.2.       While every effort will be made to supply goods at listed prices, pricing is subject to change without notice. Orders will be invoiced at the price applicable at the time of dispatch.

1.3.       We reserve the right to amend prices to reflect any change in government duties, levies, or taxes after the date the order is placed.

 

2.         ORDERS AND DELIVERY

2.1.       Orders are not considered accepted until confirmed by Normanby.

2.2.       Once accepted, orders may not be cancelled or amended without our written consent. Any changes may incur additional charges to recover costs incurred.

2.3.       All goods are delivered under “Limited Carrier’s Risk” pursuant to the   Contract and Commercial Law Act 2017. Claims for breakages or shortages must be made in writing within 24 hours of delivery.

2.4.       Delivery is deemed to occur upon issue of our invoice accompanying the goods. Unless otherwise advised in writing within two calendar months of invoice date, no delivery dispute shall be entertained.

2.5.       We will make reasonable efforts to deliver goods pursuant to any agreed scheduled time but shall not be liable for any delays or resulting losses. The parties agree that the delivery time and date is not an essential term of these terms and conditions.

 

3.         PAYMENT TERMS

3.1.       Invoices are due for payment by the date stated on the invoice. Overdue accounts may incur interest at 1.5% per month, compounded monthly. Charging interest does not imply an extension of payment terms or waiver of other recovery rights.

3.2.       Payment must be made in full, without deduction, counterclaim, or set-off of any kind.

3.3.       All recovery costs, including solicitor/client legal fees on an indemnity basis and debt collection charges, are payable by the Customer.

3.4.       We reserve the right to allocate payments across any of the Customer’s accounts and combine multiple accounts and/or set off any amount between the Customer’s accounts at our discretion.

 

4.         OWNERSHIP AND SECURITY INTEREST

4.1.       Risk in the goods passes to the Customer upon the goods leaving Normanby’s possession (e.g. leaves Normanby’s warehouse). However, title in the goods remains with Normanby until full payment is received.

4.2.       The Customer charges in favour of, and grants Normanby a registerable security interest in the goods and their proceeds to secure payment of all amounts owing now or in the future.

4.3.       Despite the security interest in the goods, Normanby agrees only that the Customer may sell the goods for full value in the normal course of business and the Customer warrants and undertakes to Normanby to abide by this restriction. Sales to or purchases from any “Associated Person” (see clause 6) are expressly excluded from this definition.

4.4.       The security interest extends to all proceeds of any sale or dealing in the goods, in accordance with the Personal Property Securities Act 1999 (PPSA).

4.5.       If payment is in default or goods are deemed “at risk” (pursuant to s109 PPSA), we may repossess and sell the goods.

4.6.       The Customer authorises us to enter any premises where goods are stored in order to recover them. We shall not be liable for any damage incurred during this process provided reasonable care is exercised.

4.7.       Where payment is made without allocation, it will be applied in this order: (a) other outstanding debts, (b) goods supplied by Normanby and sold by the Customer, then (c) goods supplied by Normanby and still held by the Customer.

4.8.       The Customer agrees we may register our security interest on the PPSR (and any appropriate renewals). The Customer waives the right to receive a verification statement or other notice of registration.

4.9.       The Customer must promptly provide any information and take any action requested by Normanby for us to perfect our security interest as a first priority interest.

4.10.     In the event of the Customer’s insolvency, receivership, liquidation, business closure, (or any prospective insolvency, receivership, liquidation, business closure) or any formal notice under section 289 of the Companies Act 1993, Normanby may immediately enforce any rights under these terms.

4.11.     In the event of a default by the Customer, all enforcement costs, including legal fees on a solicitor/client basis, are payable by the Customer.

 

5.         SUPPLIER

5.1.       “Normanby” includes Normanby Fine Wines Limited (company number 9086654), Normanby Fine Wines and Spirits Limited (company number 9305846), the trading and any authorised distributor or platform acting on its behalf, including online sales.

 

6.         CUSTOMER & ASSOCIATED PERSONS

6.1.       “Customer” includes the person or entity placing the order or being invoiced, and includes any agent, recipient, or party accepting the goods.

6.2.       “Associated Person” refers to:

(a)        Any related company (as defined in the Companies Act 1993) of the Customer where the Customer is a company itself, or if not a company, any company which owns (directly or indirectly) more than 50% of the voting rights in the Customer, or other securities relating to that customer;

(b)        Any individual or entity holding 50% or more of the Customer’s voting rights;

(c)        Any trust or entity where the Customer or their immediate family holds a beneficial interest.

6.3.       If an Associated Person purchases goods from Normanby without having accepted equivalent terms and conditions of trade, the Customer accepts joint liability and must ensure full compliance by the Associated Person.

6.4.       The Customer guarantees the performance of its Associated Persons and indemnifies Normanby for any losses resulting from their default.

6.5.       The Customer’s obligations are primary and independent, not secondary to any other obligation.

6.6.       The Customer’s liability remains absolute, irrespective of external circumstances.

6.7.       The Customer shall ensure that any Associated Person who purchases or intends to purchase goods from Normanby and who has not entered into equivalent terms and conditions of sale, does so as soon as reasonably possible.

 

7.         CREDIT CHECK AUTHORISATION

7.1.       The Customer and Guarantors irrevocably consent to:

(a)        Normanby obtaining credit information from any third party about the Customer/Guarantor and/or Associated Person;

(b)        Normanby disclosing credit-related details to third parties, including for reporting purposes.

 

8.         GENERAL PROVISIONS

8.1.       These terms are binding and may only be amended in writing by our authorised representative.

8.2.       If any clause is found to be invalid or unenforceable, the remaining terms shall remain in full force.

8.3.       The Customer may not assign any rights or obligations under these terms without prior written consent of Normanby.

8.4.       In case of inconsistency, these terms override any terms stated elsewhere, including our website.

 

 

9.         PRIVACY ACT

9.1.       Under the Privacy Act 2020, the Customer and Guarantors each authorise Normanby to collect and store personal information for credit assessment and account management. They have the right to access and correct personal information held and all information shall be held by Normanby’s privacy policy.